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Moss Bros Group (MOSB)

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Friday 27 March, 2020

Moss Bros Group

Form 8 (OPD) Moss Bros Group plc

RNS Number : 8405H
Moss Bros Group PLC
27 March 2020
 

FORM 8 (OPD)

 

PUBLIC OPENING POSITION DISCLOSURE BY A PARTY TO AN OFFER

Rules 8.1 and 8.2 of the Takeover Code (the "Code")

 

AMENDED RNS REF: 7408H, CHANGES MADE TO SECTION 3(B)

 

1.  KEY INFORMATION

 

(a) Full name of discloser:

Moss Bros Group plc

(b) Owner or controller of interests and short positions disclosed, if different from 1(a):

  The naming of nominee or vehicle companies is insufficient.  For a trust, the trustee(s), settlor and beneficiaries must be named.


(c) Name of offeror/offeree in relation to whose relevant securities this form relates:

  Use a separate form for each offeror/offeree

Moss Bros Group plc

(d) Is the discloser the offeror or the offeree?

OFFEROR / OFFEREE

(e) Date position held:

  The latest practicable date prior to the disclosure

25 March 2020

(f)  In addition to the company in 1(c) above, is the discloser making disclosures in respect of any other party to the offer?

  If it is a cash offer or possible cash offer, state "N/A"

YES / NO / N/A

If YES, specify which:

 

2.  POSITIONS OF THE PARTY TO THE OFFER MAKING THE DISCLOSURE

 

If there are positions or rights to subscribe to disclose in more than one class of relevant securities of the offeror or offeree named in 1(c), copy table 2(a) or (b) (as appropriate) for each additional class of relevant security.

 

(a)  Interests and short positions in the relevant securities of the offeror or offeree to which the disclosure relates

 

Class of relevant security:

 

Ordinary Shares of 5 pence each

 

 

Interests

Short positions

Number

%

Number

%

(1) Relevant securities owned and/or controlled:

NIL

0

NIL

0

(2) Cash-settled derivatives:

 

NIL

0

NIL

0

(3) Stock-settled derivatives (including options) and agreements to purchase/sell:

NIL

0

NIL

0

 

  TOTAL:

NIL

0

NIL

0

 

All interests and all short positions should be disclosed.

 

Details of any open stock-settled derivative positions (including traded options), or agreements to purchase or sell relevant securities, should be given on a Supplemental Form 8 (Open Positions).

 

Details of any securities borrowing and lending positions or financial collateral arrangements should be disclosed on a Supplemental Form 8 (SBL).

 

(b)  Rights to subscribe for new securities

 

Class of relevant security in relation to which subscription right exists:

NIL

Details, including nature of the rights concerned and relevant percentages:

NIL

 

 

3.  POSITIONS OF PERSONS ACTING IN CONCERT WITH THE PARTY TO THE OFFER MAKING THE DISCLOSURE

 

Details of any interests, short positions and rights to subscribe (including directors' and other employee options) of any person acting in concert with the party to the offer making the disclosure:

 

 

(a)  Interests of directors of Moss Bros Group plc in Moss Bros Group plc's ordinary shares of 5 pence each

 

Name

Number of ordinary shares of 5 pence each

Percentage of total issued share capital (%) (excluding any shares held under option)

Colin Porter

509,673

0.5

Brian Brick

1,697,534

1.7

Maurice Helfgott*

400,727*

0.4




*includes shares held or controlled by his spouse Danielle Helfgott and shares held in each of their personal ISAs

 

 

(b)  Details of awards granted to the directors of Moss Bros Group plc outstanding

 

Name

Description of Award

Date of Grant

Number of ordinary shares of 5 pence each subject to the outstanding awards

Exercise price (p)

Exercise period

Brian Brick

Option

8 April 2019

 

1,088,709

Nil

4 April 2022 - 4 April 2029


Option

30 April 2018

678,571

Nil

4 April 2021 - 4 April 2028


Option

20 April 2017

324,578

Nil

4 April 2020 - 4 April 2027


Option

20 April 2017

119,301

Nil

11 April 2020 -  until about the tenth anniversary of the date of grant.


Option

10 May 2018

46,153

39.00 pence per share

Three years after grant, for a six month period.

 

 

 

(c)  Interests in ordinary shares of Moss Bros Group plc held by other concert parties of Moss Bros Group Plc

 

Name

Number and position in respect of ordinary shares of 5 pence each

Percentage of total issued share capital (%)


 


 

 


Details of any open stock-settled derivative positions (including traded options), or agreements to purchase or sell relevant securities, should be given on a Supplemental Form 8 (Open Positions).

 

Details of any securities borrowing and lending positions or financial collateral arrangements should be disclosed on a Supplemental Form 8 (SBL).

 

4.  OTHER INFORMATION

 

(a)  Indemnity and other dealing arrangements

 

Details of any indemnity or option arrangement, or any agreement or understanding, formal or informal, relating to relevant securities which may be an inducement to deal or refrain from dealing entered into by the party to the offer making the disclosure or any person acting in concert with it:

Irrevocable commitments and letters of intent should not be included. If there are no such agreements, arrangements or understandings, state "none"

 

None

 

 

(b)  Agreements, arrangements or understandings relating to options or derivatives

 

Details of any agreement, arrangement or understanding, formal or informal, between the party to the offer making the disclosure, or any person acting in concert with it, and any other person relating to:

(i)  the voting rights of any relevant securities under any option; or

(ii) the voting rights or future acquisition or disposal of any relevant securities to which any derivative is referenced:

If there are no such agreements, arrangements or understandings, state "none"

 

None

 

 

(c)  Attachments

 

Are any Supplemental Forms attached?

 

Supplemental Form 8 (Open Positions)

YES /NO

Supplemental Form 8 (SBL)

YES /NO

 

 

Date of disclosure:

26 March 2020

Contact name:

Bill Adams

Group Finance Director

Telephone number:

+44 (0)20 7447 7200

 

Public disclosures under Rule 8 of the Code must be made to a Regulatory Information Service.

 

The Panel's Market Surveillance Unit is available for consultation in relation to the Code's disclosure requirements on +44 (0)20 7638 0129.

 

The Code can be viewed on the Panel's website at www.thetakeoverpanel.org.uk .

 


This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact [email protected] or visit www.rns.com.
 
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